[Form 4] scPharmaceuticals Inc. Insider Trading Activity

Rhea-AI Filing Summary

scPharmaceuticals insider transactions tied to merger consideration: The reporting person, Leonard D. Schaeffer, reported that on 10/07/2025 non‑derivative holdings totaling 111,900 shares were disposed (68,796 direct; 43,104 indirect) in connection with a completed tender offer and merger. Tendering shareholders received $5.35 per share in cash plus one non‑tradable contingent value right (CVR) that may pay up to $1.00 per CVR upon achievement of specified regulatory and net‑sales milestones. Outstanding stock options with exercise prices below $5.35 were cancelled and converted into cash payments and one CVR per underlying share; the reporting person’s affected options totaling 66,050 (30,000; 19,750; 16,300) were reported as disposed.

Positive

• Cash consideration of $5.35 per share provided liquidity to tendering stockholders
• CVRs issued create a contingent upside of up to $1.00 per CVR tied to clear milestones
• Options in‑the‑money were monetized by cash payments equal to intrinsic value

Negative

• Reporting person holds 0 common shares post‑transaction, eliminating direct share exposure
• 66,050 option rights cancelled, removing future upside from those grants absent CVR payouts
• CVR value is contingent on regulatory and net‑sales milestones and may pay nothing if milestones are unmet

Insights

Corporate Governance Expert

Transaction aligns with merger closing and standard payout mechanics.

The filing shows a director disposed of both direct and indirectly held common shares as part of a tender offer and resulting merger, receiving $5.35 per share plus CVRs. The report documents the post‑transaction ownership at 0 shares for the reporting person, consistent with a full tender/merger exit.

Key dependencies are the CVR milestone triggers and related payment timing; investors should note the CVR pays up to $1.00 only if specified regulatory and net‑sales conditions occur on or before their milestone outside dates.

Equity Compensation Expert

In‑the‑money options were cashed out and converted to CVRs per the merger agreement.

Options with exercise prices below $5.35 were cancelled and replaced by a cash payment equal to the intrinsic spread and one CVR per share underlying each option. The filing lists cancellations of 30,000, 19,750, and 16,300 option grants totaling 66,050 underlying shares.

The material follow‑up is the actual CVR payouts if milestones are met; timing and likelihood of those regulatory and sales milestones determine any incremental value beyond the $5.35 cash already paid.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHAEFFER LEONARD D

(Last) (First) (Middle)

C/O SCPHARMACEUTICALS INC

25 BURLINGTON MALL ROAD, SUITE 203

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/07/2025		U		68,796	D	(1)(2)	0	D
Common Stock	10/07/2025		U		43,104	D	(1)(2)	0	I	Held by Schaeffer Holdings LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.85	10/07/2025		D			30,000	(3)	06/03/2035	Common Stock	30,000	$0	0	D
Stock Option (Right to Buy)	$4.11	10/07/2025		D			19,750	(3)	06/11/2034	Common Stock	19,750	$0	0	D
Stock Option (Right to Buy)	$4.53	10/07/2025		D			16,300	(3)	06/14/2032	Common Stock	16,300	$0	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's common stock ("Common Stock") on October 7, 2025. Tendering stockholders received per share consideration of $5.35 in cash, without interest, subject to any applicable withholding taxes, plus one non-tradable contingent value right ("CVR"), representing the right to receive certain contingent payments of up to an aggregate amount of $1.00 per CVR in cash,

2. (Continued from footnote 1) without interest, subject to any applicable withholding taxes, upon the achievement of certain regulatory and net sales milestones on or prior to the applicable milestone outside dates. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger", and the effective time of the Merger, the "Effective Time"), with the Issuer continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.

3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock (a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time and that had an exercise price per share that was less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each share subject to such Company Option.

	/s/ John H. Tucker, attorney-in-fact	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did SCPH insider Leonard D. Schaeffer receive for shares tendered on 10/07/2025?

The reporting person received $5.35 in cash per share plus one non‑tradable CVR per share, which may pay up to $1.00 upon achievement of specified milestones.

How many common shares did the reporting person dispose of in the transaction?

The filing shows dispositions totaling 111,900 common shares (68,796 direct; 43,104 indirect) on 10/07/2025.

What happened to outstanding stock options held by the reporting person?

Options with exercise prices below $5.35 were cancelled and converted into cash equal to the spread plus one CVR per underlying share; the filing lists cancelled option amounts of 30,000, 19,750, and 16,300.

What is the maximum possible payout from each CVR?

Each CVR represents the right to receive contingent cash payments of up to $1.00 per CVR, subject to achievement of regulatory and net‑sales milestones within specified dates.

Does the filing show any remaining beneficial ownership by the reporting person?

No; the filing reports 0 shares and 0 derivative securities beneficially owned by the reporting person after the transactions.